-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIQz7di/ApTgi7twptJGbEJmeyYffDpvIa6Is+j6+CkWcJxBe5vG7NoOJOjZf9od aOcxvsxabce4MWwtV/dWEg== 0000948600-96-000019.txt : 19960806 0000948600-96-000019.hdr.sgml : 19960806 ACCESSION NUMBER: 0000948600-96-000019 CONFORMED SUBMISSION TYPE: 10-C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960510 SROS: BSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMA FIX ENVIRONMENTAL SERVICES INC CENTRAL INDEX KEY: 0000891532 STANDARD INDUSTRIAL CLASSIFICATION: 4953 IRS NUMBER: 581954497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-C SEC ACT: 1934 Act SEC FILE NUMBER: 001-11596 FILM NUMBER: 96560180 BUSINESS ADDRESS: STREET 1: 1940 NORTHWEST 67TH PLACE STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 BUSINESS PHONE: 3523951351 MAIL ADDRESS: STREET 1: 1940 NW 67TH PL STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 10-C 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-C Report by Issuer of Securities Quoted on NASDAQ Interdealer Quotation System Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder Perma-Fix Environmental Services, Inc. _____________________________________________ (Exact name of issuer as specified in charter) 1940 Northwest 67th Place Gainesville, Florida 32606 _______________________________________________ (Address of principal executive offices) I. CHANGE IN NUMBER OF SHARES OUTSTANDING 1. Title of security: Common Stock _________________________________________ 2. Number of shares outstanding before the change: 7,872,384 ______________ 3. Number of shares outstanding after the change: 8,352,762 ______________ 4. Effective date of change: April 30, 1996 ________________________________ 5. Method of change: Issuance of common stock by the Issuer upon conversion of preferred stock by the holder thereof and pursuant to certain consulting agreements Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.). ________________________________________________________ Description of transactions: This Form 10-C is being filed in connection with the issuance of securities by Perma-Fix Environmental Services, Inc. (the "Company") of an aggregate 480,378 shares of the Company's common stock, par value $.001 par value ("Common Stock") on April 23, 1996, and April 30, 1996. The issuance of such 480,378 shares of the Common Stock of the Company on April 23, 1996, and April 30, 1996, pursuant to the below- described transactions, resulted in an increase, as of April 23, 1996, of five percent (5%) or more in the number of shares of the Company's Common Stock outstanding. Such 480,378 shares were issued by the Company in the following transactions: 1. On April 23, 1996, the Company issued 152,000 shares to Robert W. Foster, Jr., pursuant to the terms of a Consulting Agreement between the Company and Foster, dated March 15, 1996. In addition, on April 30, 1996, pursuant to three other Consulting Agreements, two dated April 15, 1996, and one dated April 9, 1996, the Company issued 15,000 shares to Gary Myers, 20,000 shares to Bobby Meeks, and 12,000 shares to David Cowherd. 2. On April 30, 1996, the Company issued 133,333 shares of Common Stock to Dr. Louis F. Centofanti pursuant to the terms of a certain Stock Purchase Agreement, dated March 15, 1996. The Stock Purchase Agreement was entered into as a result of the February, 1996, Board of Directors' resolution authorizing the issuance of shares of Common Stock of the Company to any director of the Company who elected to purchase shares of the Company's Common Stock at 75% of the closing bid price of the Company's Common Stock as quoted on the date of such election. 3. On April 30, 1996, the Company issued to RBB Bank Aktiengesellschaft ("RBB Bank") an aggregate 148,045 shares of Common Stock pursuant to the conversion by RBB Bank of an aggregate 100 shares of the Company's Series 1 Class A Preferred Stock ("Series 1 Preferred"). The terms of the Series 1 Preferred provide that the Series 1 Preferred is convertible at any time, commencing 45 days after February 9, 1996, into shares of the Company's Common Stock at a conversion price equal to the aggregate value of the shares of Series 1 Preferred being converted, together with all accrued, but unpaid dividends thereon, divided by the "average stock price" per share (as defined in a certain Offshore Securities Subscription Agreement, dated February 9, 1996, between the Company and RBB Bank). On April 17, 1996, RBB Bank exercised its right to convert 25 shares of the Series 1 Preferred, thereby entitling RBB Bank to receive 36,279 shares of Common Stock, comprised of 35,939 shares of Common Stock as a result of such conversion and 340 shares of Common Stock in payment, at the election of the Company, of accrued but unpaid dividends on the 25 shares of Series 1 Preferred up to the date of such conversion. Thereafter, on April 25, 1996, RBB Bank exercised its right to convert an additional 75 shares of the Series 1 Preferred, thereby entitling RBB Bank to receive an additional 111,766 shares of Common Stock, comprised of 110,599 shares of Common Stock as a result of such conversion and 1,167 shares of Common Stock in payment, at the election of the Company, of the accrued and unpaid dividends on the 75 shares of Series 1 Preferred up to the date of such conversion. II. CHANGE IN NAME OF ISSUER 1. Name prior to change:________________________________________ 2. Name after change: __________________________________________ 3. Effective date of charter amendment changing name: ______ 4. Date of shareholder approval of change, if required:_____ Date: May 2, 1996. /s/ Richard T. Kelecy _________________ __________________________________ Richard T. Kelecy, Chief Financial Officer (Officer's signature & title) MBEN:\N-P\PESI\10C\10C-EDG.596 -----END PRIVACY-ENHANCED MESSAGE-----